(As amended June 21, 2022)
ARTICLE I -- NAME AND OFFICES
1.01 NAME: The name of the corporation is Foundation for Workforce Mobility (the “Foundation”).
1.02 OFFICE: The principal office of the Foundation shall be at 4401 Wilson Blvd, Ste 510, Arlington, VA 22203 and/or such other places as the Board of Trustees (the “Board”) may from time to time appoint or the activities of the Foundation may require.
ARTICLE II -- PURPOSE
2.01 PURPOSE: The Foundation is organized exclusively for charitable purposes, including the making of distributions to organizations that qualify as tax-exempt organizations within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and distributions to individuals and entities whose mission and/or purposes are consistent with the mission and/or purposes of the Foundation, as well as any lawful purpose.
ARTICLE III -- BOARD OF TRUSTEES
3.01 NUMBER: The Foundation shall be governed by the Board. The Board shall consist of at least nine (9) and not more than fifteen (15) members, inclusive of ex officio members(collectively “Trustees”).
3.02 ELECTED TRUSTEES, EX-OFFICIO TRUSTEES AND TERM: The Board shall consist of Trustees in the following categories: I. elected Trustees who shall have full voting privileges. There shall be a minimum of seven (7) elected Trustees on the Board.
II. Ex officio Trustees who shall not have voting privileges. The ex officio Trustees without voting privileges shall be:
a. The Chair of the Board of Worldwide ERC, Inc.
b. The Immediate Past Chairman of the Board of the Foundation.
III. Ex officio Trustees who shall have full voting privileges. The ex officio Trustees with voting privileges shall be:
a. The President and Chief Executive Officer of Worldwide ERC, Inc. The elected Trustees shall be elected by a majority of the voting Trustees at a meeting of the Board at which a quorum is present. The Board shall approve or disapprove of a slate of candidates nominated by the Nominating Committee and shall not vote on the election of individual Trustees. The election shall be held at a meeting of the Board, and the newly elected Trustees shall take office effective on the first day of January of the succeeding year. The term for each elected Trustee shall be three (3) years, which term may not be extended except as set forth in Section 5.01 of these Bylaws. elected Trustees may not serve more than one (1) three (3) year term, except as set forth in Section 5.01 and Section 5.02 of these Bylaws. The term of each ex officio Trustee shall be for the duration of such ex officio Trustee’s status as the Chair of the Board of Worldwide ERC, Inc., Past Chair of the Foundation, or President and Chief Executive Officer of Worldwide ERC, Inc. as the case may be.
3.03 RESPONSIBILITIES AND LIABILITY: All Trustees shall be trustees of the Foundation and its assets, both real and personal, and shall fulfill the functions and duties required of them by all applicable laws. Each Trustee shall be entitled to the maximum indemnification benefits and protections permitted under the laws of the United States and the District of Columbia provided such Trustee was acting in good faith and reasonably believed that he or she was acting in the Foundation’s best interests, and provided further that such Trustee shall not be entitled to indemnification benefits and protections in connection with actions taken by the Foundation against such Trustee and for which such Trustee has been found culpable.
3.04 RESIGNATION OR REMOVAL: Any Trustee may resign at any time by giving prior written notice of such resignation to the Chair of the Board, or in the case of resignation by the Chair of the Board, as it is defined in Section 5.05 below. Such resignation shall be effective as of the date specified in the notice and if no date is specified, the resignation shall be effective upon the Chair of the Board’s receipt of the written notice. Vacancies on the Board may be filled a vote of a majority of the remaining elected Trustees at a meeting at which a quorum is present. The elected Trustee who fills a position vacated by an elected Trustee position shall serve the remainder of the unexpired term of the predecessor elected Trustee.
3.05 REGULAR MEETINGS: The Board shall conduct regular meetings of the Board at least annually in locations specified by the Chair of the Board or the Chief Executive Officer and in such manner as is permitted by DC law. The Chair of the Board or the Chief Executive Officer, as the case may be, shall provide written notice of the date, time and manner of all regular meetings to all Trustees at least thirty (30) before any such regular meeting. Regular Meetings may be within or outside the District of Columbia.
3.06 SPECIAL MEETINGS: Special Meetings of the Board may be called by the Chair of the Board, the Chief Executive Officer or a majority of all elected Trustees. Written notice, or oral notice in the event of an emergency, of any Special Meeting, which shall include the date, time, manner and purpose of such Special Meeting, shall be provided to each Trustee at least three (3) business days in advance of the Special Meeting.
3.07 WAIVER OF NOTICE: A Trustee’s attendance at any meeting of the Board shall constitute a waiver of notice of such meeting except where such Trustee attends the meeting for the purpose of objecting at the beginning of the meeting to the transaction of any business at such meeting because the meeting is not lawfully called or convened. Whenever notice of a meeting is required to be given under applicable law, the Articles of Incorporation of the Foundation or these
Bylaws, a waiver of such notice, in any manner permitted under applicable law signed by the person or persons entitled to notice whether before or after the date of the meeting, shall be deemed to be an enforceable waiver of notice of such meeting and shall be deemed to be the equivalent of providing the requisite notice.
3.08 QUORUM: All meetings of the Board shall have a majority of elected Trustees necessary to constitute a quorum. The act of the majority of elected Trustees present at any meeting in which a quorum exists shall be the act of the Board, except as may be otherwise specifically provided by applicable law or these Bylaws.
3.09 COMPENSATION: No elected Trustee shall receive any salary for his or her services as an elected Trustee.
3.10 ACTION BY CONSENT: Any action required by applicable law, the Foundation’s Articles of Incorporation or these Bylaws, or any action which otherwise may be taken at a meeting of the Board, may be taken without a meeting of the Trustees by the unanimous written consent of all elected Trustees in any manner permitted by applicable law, which unanimous written consent shall set forth the action so taken.
ARTICLE IV -- MEMBERSHIP
4.01 The Foundation shall have no members.
ARTICLE V -- OFFICERS
5.01 NUMBER, APPOINTMENT AND TERM: There shall be four (4) officer positions. The officers ofthe Foundation shall be the: (a) Chair of the Board, (b) Chair-Elect, (c) Vice Chair, and (d) Chief Executive Officer. With the exception of the Chief Executive Officer, all officers shall be selected from among the elected Trustees. Officers shall be elected by a majority of voting Trustees at a meeting at which a quorum is present in accordance with these Bylaws and rules and procedures adopted by the Trustees from time to time. If there are more than two (2) candidates for an officer position and the election results demonstrate that no candidate has received a majority of the votes of the Trustees, then the Trustees shall conduct an additional round, or rounds if necessary, of voting to elect the officer from the candidates with the two (2) highest numbers of votes. With the exception of the Chief Executive Officer, the term for each officer shall be one (1) year. The term of the Chief Executive Officer shall be perpetual for as long as that Chief Executive Officer is the Chief
Executive Officer of Worldwide ERC, Inc. With the exception of the Chief Executive Officer, the term of each Trustee as set forth in Section 3.02 of these Bylaws who also is an officer and whose term as an officer as set forth in this Section 5.01 expires after the expiration of that Trustee’s term, shall be extended to coincide with the expiration of the term of that Trustee’s officer position and, if applicable, shall be further extended for a Trustee holding a Chair-Elect position who immediately succeeds to the Chair of the Board position. A Trustee may not hold the same officer position for more than one (1) term.
5.02 CHAIR: The Chair of the Board shall chair all meetings of the Board, and in conjunction with the Chief Executive Officer, shall supervise the affairs of the Foundation. The Chair of the Board will perform all duties incident to such office and such other duties as may be provided in these Bylaws and/or as may be prescribed from time to time by the Board, including without limitation (a) guide the activities of the Foundation, (b) chair the Executive Committee, (c) create task forces as needed, (d) have contract signature authority, (e) coordinate with the Foundation’s Executive Committee to assign Trustees to subcommittees, (f) coordinate all Foundation communications with Foundation committees and Worldwide ERC, Inc., (g) chair the Nominating Committee, and (h) represent the Foundation on the Worldwide ERC, Inc. board of directors. If the Chair of the Board cannot fulfill the office of Chair of the Board, the Chair-Elect shall succeed to the office of Chair of the Board for the time during which the Chair of the Board is absent. If the Chair of the Board resigns or otherwise cannot fulfill the office of Chair of the Board for a period, the Chair-Elect shall: (a) succeed to the office of Chair of the Board, and (b) immediately notify the Nominating Committee. The Nominating Committee shall then proceed to fill the Chair-Elect position in accordance with Section 6.04 of these Bylaws.
5.03 CHAIR-ELECT: In the absence of the Chair of the Board or in the event of the Chair of the Board’s inability or refusal to act, the Chair-Elect shall perform the duties of the Chair of the Board and when so acting shall have all the powers of the Chair of the Board and shall be subject to the same rules and restrictions. The Chair-Elect shall perform such other duties as from time to time may be assigned by the Chair of the Board, including without limitation (a) chair the Selection Committee for the Cris Collie Leadership Award, (b) provide oversight on tasks assigned by the Chair of the Board, and (c) provide oversight on the activities of the gala and event committees. The Chair-Elect shall assume the office of theChair of the Board immediately at the conclusion of the Chair of the Board’s term and the term for such Trustee shall be extended accordingly. The term of Chair-Elect may not commence later than the first (1st) year after the expiration of his or her three (3) year term as a Trustee, and, in such event, the term of such Trustee shall be extended accordingly.
5.04 VICE CHAIR: The Vice Chair shall perform all duties incident to the offices of Secretary and Treasurer and such other duties as may be provided by the Articles of Incorporation, by these Bylaws and/or as may be prescribed from time to time by the Board. The term of the Vice Chair may not commence later than the first (1st) year after the expiration of his or her three (3) year term as a Trustee, and, in such event, the term of such Trustee shall be extended accordingly. The Vice Chair shall (a) create and manage the budget and have oversight of all Foundation fundraising and expenditure activities, (b) oversee the administration of the Foundation scholarship program and (c) oversee the vetting of, and make recommendations to the Board for its consideration about contributing to, charitable organizations, as well as overseeing the implementation of fundraising activities to support the Board of Trustee’s approved causes.
5.05 CHIEF EXECUTIVE OFFICER: The Chief Executive Officer of Worldwide ERC, Inc. shall be the Chief Executive Officer of the Foundation. The Chief Executive Officer of the Foundation shall have all of the powers normally associated with this office, and all agreements or arrangements agreed to between Worldwide ERC, Inc. and the Foundation, if any. The Chief Executive Officer shall be a member, ex officio, of the Board.
5.06 RESIGNATION OF ANY OFFICERS: Any officer may resign by first providing written notice regarding such resignation including the effective date of resignation to the Chair of the Board or the Chief Executive Officer. The Chair of the Board shall provide such written notice of his or her resignation to the Chair-Elect and the Chief Executive Officer.
5.07 REMOVAL OF OFFICERS: Any Officer elected to office may be removed by a vote of at least two-thirds (2/3) of all the Elected Trustees whenever in their judgment the best interest of Worldwide ERC® Foundation will be served.
5.08 VACANCIES: With the exception of the Chair of the Board, all vacant officer positions shall be filled after the Chair of the Nominating Committee has presented to the Board a slate of nominee(s) to fill the vacant officer position(s). The Trustee filling the vacant officer position shall serve through the end of that vacated term. In the event there is less than six (6) months remaining for the vacated term, that Trustee, if nominated and duly elected and in accordance with Section 5.01, shall be permitted to hold the same office for an additional term. In the event there is more than six (6) months remaining for the vacated term, then the Trustee shall not be eligible for an additional term other than to be elected to Chair of the Board pursuant to Section 5.01.
5.09 COMPENSATION OF OFFICERS: With the exception of the Chief Executive Officer, officers shall serve without compensation. Compensation of the Chief Executive Officer shall be determined by the Worldwide ERC, Inc. Board of Directors.
ARTICLE VI -- COMMITTEES
6.01 STANDING COMMITTEES: There shall be the following standing committees: (a) the Executive Committee and (b) the Nominating Committee
6.02 EXECUTIVE COMMITTEE: The Executive Committee shall be comprised of the officers and the past Chair. The Executive Committee shall meet from time to time and shall oversee the operations of the Foundation.
6.03 NOMINATING COMMITTEE: The Nominating Committee shall conduct its work confidentially and consist of the following members:
a) Chair of the Foundation, who shall serve as Chair of the Nominating Committee,
b) Chair of the Board of Worldwide ERC, Inc. who shall not have the right to vote,
c) Chief Executive Officer of the Foundation who shall have the right to vote, and
d) Two (2) current Trustees to be selected by the Executive Committee.
Upon completion of the Nominating Committee’s work, the Chair of the Nominating Committee shall present to the Board a slate of nominees for the Board’s consideration and vote. The Chair of the Nominating Committee shall present to the Board, if applicable, a slate of officer nominees to fill vacant officer positions pursuant to Section 5.07.
ARTICLE VII -- FISCAL YEAR
7.01 FISCAL YEAR: The fiscal year of the Foundation shall commence on April 1 of each year and end on March 31 of the following year.
ARTICLE VIII -- MISCELLANEOUS
8.01 PROHIBITION AGAINST SHARING IN EARNINGS: No Trustee, officer or employee of the Foundation, member of any committee of the Board, or any other person connected with the Foundation shall receive any part of the net earnings or profit of the Foundation.
8.02 DISTRIBUTION OF ASSETS ON DISSOLUTION: Upon dissolution of the Foundation, all remaining assets of the Foundation shall be distributed only to organizations then exempt from federal taxation under Section 501(c)(3) of the Code (or the corresponding provisions of any future U.S. income tax law) and whose purpose is consistent with the Foundation’s purpose.
ARTICLE IX -- AMENDMENTS
9.01 The Trustees shall have the power to make, alter, amend and repeal the Foundation’s Articles of Incorporation and these Bylaws upon the affirmative vote of two-thirds (2/3) of the Trustees with full voting privileges. Written notice of any meeting to consider amending the Foundation’s Articles of Incorporation and/or Bylaws shall be delivered to each Trustee by mail or made available electronically or any other means permitted by law, no less than ten (10) calendar days before such meeting, and such notice shall describe the purpose of the meeting and a description of the proposed amendments.